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                                                                  EXHIBIT 10.34


                           LIMITED SECURITY AGREEMENT

      THIS LIMITED SECURITY AGREEMENT (the "Agreement") is made as of April 23,
2004, by each of the entities that is a party to this Agreement or that
hereafter becomes a party to this Agreement by executing a separate joinder
agreement (collectively, the "Debtor"), in favor of MOTOROLA, INC., a Delaware
corporation, in its capacity as agent for itself and the other Motorola Parties
(in such capacity, the "Secured Party").

                             Preliminary Statements

      (a) Brightstar Corp., a Delaware corporation ("Brightstar"), is a party to
the Payment Terms Agreement referred to below.

      (b) The Debtor is a Foreign Subsidiary of Brightstar.

      (c) It is a condition to the obligations of the Motorola Parties under the
Payment Terms Agreement and the other Brightstar Documents that the Debtor enter
into this Agreement, which the Debtor is willing to do.

      NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Debtor agrees as follows:

      1. Definitions. All capitalized terms used but not defined in this
Agreement have the meanings given in the Amended and Restated Payment Terms
Agreement, dated as of April 23, 2004, by and among Motorola, Inc. (in its
capacity as agent for itself and the other Motorola Parties), Brightstar Corp.
and the other persons and entities that are parties thereto (as the same may be
amended, restated, supplemented or otherwise modified from time to time, the
"Payment Terms Agreement"). All terms defined in the UCC and used in this
Agreement have the meanings given to them in the UCC; provided, that if a term
is defined in Article 9 of the UCC differently than in another Article of the
UCC, the term has the meaning given in Article 9. In addition, the following
terms have the following meanings as used in this Agreement:

      "Foreign Subsidiary" means any direct or indirect Subsidiary of Brightstar
now or hereafter created and that is organized outside of the United States of
America and its territories (including, without limitation, Brightstar Puerto
Rico, Inc.), together with any and all successors and assigns of each of the
foregoing Subsidiaries.

      2. Security Interest. The Debtor hereby grants to the Secured Party a
security interest in all of the Debtor's right, title and interest in and to (a)
all inventory supplied (directly or indirectly) by any Motorola Party and (b)
all general intangibles (including payment intangibles), chattel paper (whether
tangible or electronic), instruments (including promissory notes), investment
property (including securities), documents, deposit accounts, letter-of-credit
rights (whether or not the letter of credit is evidenced by a writing),
supporting obligations, any other contract rights or rights to the payment of
money and insurance claims arising out of the sale of or otherwise relating to
such inventory, whether such property or the Debtor's right, title or interest
therein or thereto is now owned or existing or hereafter acquired or arising and

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wherever such property may now or hereafter be located, together with all cash
and non-cash proceeds thereof and all replacements, attachments and products
thereof (collectively, the "Collateral"). For the avoidance of doubt, the
Collateral includes any inventory sold directly by any Motorola Party to the
Debtor as well as any inventory initially sold by any Motorola Party to another
Brightstar Party and thereafter sold by such other Brightstar Party to the
Debtor (whether directly or through a series of intermediate transfers), but
does not include any other inventory. The Secured Party acknowledges that its
security interest in the Collateral owned by Brightstar Puerto Rico, Inc. and
its rights under this Agreement with respect to Brightstar Puerto Rico, Inc.
(including, without limitation, its rights as a secured party following the
occurrence of an Event of Default) are subject to the terms of the PNC
Intercreditor Agreement.

      3. Obligations Secured. The security interest granted by each Debtor in
this Agreement secures the prompt payment and performance in full of the
Brightstar Obligations relating to the Collateral owned by any Debtor.

      4. Ownership. The Debtor represents and warrants to the Secured Party that
it owns the Collateral and the Collateral is free and clear of all Liens, other
than Permitted Liens, and agrees that it will keep the Collateral free and clear
from all Liens, other than Permitted Liens.

      5. Name and Offices. There has been no change in the name of the Debtor,
or the name under which the Debtor conducts business, within the 5 years
preceding the date of execution of this Agreement or a separate joinder
agreement (or, if the Debtor has not been in existence for 5 years, since the
date of its organization) and the Debtor has not moved its executive offices
(which, for each Debtor, is located at the address provided in its signature
block to this Agreement or in a separate joinder agreement) or changed the
jurisdiction of its organization within the 5 years preceding the date of
execution of this Agreement or a separate joinder agreement (or, if the Debtor
has not been in existence for 5 years, since the date of its organization). The
organizational identification number of the Debtor as provided herein or in a
separate joinder agreement is correct.

      6. Title/Taxes. The Debtor has good and marketable title to the Collateral
and will warrant and defend it against all claims. The Debtor will not transfer,
sell, or lease the Collateral (except for sales of inventory in the ordinary
course of business). The Debtor agrees to pay promptly all taxes and assessments
upon or for the use of the Collateral and on this Agreement. At its option, the
Secured Party may discharge taxes, liens, security interests or other
encumbrances at any time levied or placed on the Collateral. The Debtor agrees
to reimburse the Secured Party, on demand, for any such payment made by the
Secured Party. Any amounts so paid shall be added to the Brightstar Obligations
relating to the Collateral owned by any Debtor and be secured hereunder, and
shall bear interest payable by the Debtor at the annual rate of eighteen percent
per annum (18% p.a.).

      7. Waivers. The Debtor waives presentment, demand, protest, notice of
dishonor, notice of default, demand for payment, notice of intention to
accelerate, and notice of acceleration of maturity. The Debtor further agrees
not to assert against the Secured Party as a defense (legal or equitable), as a
set-off, as a counterclaim, or otherwise, any claims the Debtor may have against
any seller or lessor that provided personal property or services relating to any
part of the Collateral. The Debtor waives any exemptions with regard to the
Collateral. The

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Debtor waives any and all rights to notice or to hearing prior to the Secured
Party's taking immediate possession or control of any Collateral, and to any
bond or security which might be required by applicable law prior to the exercise
of any of the Secured Party's remedies against any Collateral.

      8. Extensions, Releases. The Debtor agrees that the Secured Party may
extend, renew or modify any of the Brightstar Obligations relating to the
Collateral owned by any Debtor and grant any releases, compromises or
indulgences with respect to any security for the Brightstar Obligations relating
to the Collateral owned by any Debtor, or with respect to any party liable for
the Brightstar Obligations relating to the Collateral owned by any Debtor, and
may add (or fail to add) additional Debtors under this Agreement by one or more
separate joinder agreements, all without notice to or consent of the Debtor and
without affecting the liability of the Debtor or the enforceability of this
Agreement.

      9. Notifications of Change. The Debtor will notify the Secured Party in
writing at least 30 days prior to any change in: (i) the Debtor's chief place of
business and/or residence; (ii) the Debtor's name or identity; or (iii) the
Debtor's corporate structure (including, without limitation, the jurisdiction of
its organization). The Debtor will keep the Collateral at the location(s)
previously provided to the Secured Party until such time as the Secured Party
provides written advance consent to a change of location. The Debtor will bear
the cost of preparing and filing any documents necessary to protect the Secured
Party's Liens.

      10. Collateral Condition and Lawful Use. The Debtor represents that the
Collateral is in good repair and condition and that the Debtor shall use
reasonable care to prevent the Collateral from being damaged or depreciating.
The Debtor shall immediately notify the Secured Party of any material loss or
damage to the Collateral. The Debtor shall not permit any item of equipment to
become a fixture to real estate or an accession to other personal property. The
Debtor represents it is in compliance in all material respects with all federal,
state and local laws, rules and regulations applicable to its properties, the
Collateral, operations, business, and finances, including, without limitation,
any federal or state laws relating to liquor (including 18 U.S.C. Section 3617,
et seq.) or narcotics (including 21 U.S.C. Section 801 et seq.) and all
applicable federal, state and local laws, and regulations intended to protect
the environment.

      11. Risk of Loss and Insurance. The Debtor shall bear all risk of loss
with respect to the Collateral. The injury to or loss of the Collateral, either
partial or total, shall not release the Debtor from payment or other performance
hereof. The Debtor agrees to obtain and keep in force casualty and hazard
insurance on the Collateral naming the Secured Party as loss payee. Such
insurance is to be in form and amounts reasonably satisfactory to the Secured
Party. All such policies shall provide to the Secured Party a minimum of 30 days
written notice of cancellation. The Debtor shall furnish to the Secured Party
such policies or other evidence of such policies satisfactory to the Secured
Party. The Secured Party is authorized, but not obligated, to purchase any or
all insurance or "Single Interest Insurance" protecting such interest as the
Secured Party deems appropriate against such risks and for such coverage and for
such amounts, including either the amount of the Brightstar Obligations relating
to the Collateral owned by any Debtor or the value of the Collateral at its
discretion, all at the Debtor's expense. In such event, the Debtor agrees to
reimburse the Secured Party for the cost of such insurance and the Secured Party
may add such cost to the Brightstar Obligations relating to the Collateral

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owned by any Debtor. The Debtor shall bear the risk of loss to the extent of any
deficiency in the effective insurance coverage with respect to loss or damage to
any of the Collateral. The Debtor hereby assigns to the Secured Party the
proceeds of all such insurance and directs any insurer to make payments directly
to the Secured Party. The Debtor hereby appoints the Secured Party its attorney-
in-fact, which appointment shall be irrevocable and coupled with an interest
for so long as the Brightstar Obligations relating to the Collateral owned by
any Debtor are unpaid, to file proof of loss and/or any other forms required to
collect from any insurer any amount due from any damage or destruction of the
Collateral, to agree to and bind the Debtor as to the amount of said recovery,
to designate payee(s) of such recovery, to grant releases to any insurer, to
grant subrogation rights to any insurer, and to endorse any settlement check or
draft. The Debtor agrees not to exercise any of the foregoing powers granted to
the Secured Party without the Secured Party's prior written consent.

      12. Financing Statements. No Financing Statement (other than any filed by
the Secured Party) covering any of the Collateral or proceeds thereof is on file
in any public filing office. This Agreement, or a copy thereof, or any financing
statement authorized hereunder may be recorded. On request of the Secured Party,
the Debtor will execute or authorize one or more financing statements in form
satisfactory to the Secured Party and will pay all costs and expenses of filing
the same or of filing this Agreement in all public filing offices, where filing
is deemed by the Secured Party to be desirable. The Secured Party is authorized
to file Financing Statements relating to the Collateral without the Debtor's
signature where authorized by law. The Debtor appoints the Secured Party as its
attorney-in-fact to execute such documents necessary to accomplish perfection of
the Secured Party's security interest. The appointment is coupled with an
interest and shall be irrevocable as long as any Brightstar Obligations relating
to the Collateral owned by any Debtor remain outstanding. The Debtor further
agrees to take such other actions as might be requested for the perfection,
continuation and assignment, in whole or in part, of the security interests
granted herein. If certificates are issued or outstanding as to any of the
Collateral, the Debtor will cause the security interests of the Secured Party to
be properly protected, including perfection of notation thereon.

      13. Contracts, Chattel Paper, Accounts, General Intangibles. The Debtor
warrants that the Collateral consisting of contract rights, chattel paper,
accounts, or general intangibles is (i) genuine and enforceable in accordance
with its terms except as limited by law; (ii) not subject to any defense,
set-off, recoupment claim, or counterclaim of a material nature against the
Debtor; (iii) not subject to any other circumstances that would impair the
validity, enforceability or amount of such Collateral; and (iv) consistent with
each other representation or warranty made by the Debtor to the Secured Party.
Effective upon the occurrence of an Event of Default, the Debtor shall not
amend, modify or supplement any lease, contract or agreement contained in the
Collateral or waive any provision therein, without the prior written consent of
the Secured Party.

      14. Account Information. Upon the occurrence of an Event of Default, the
Debtor shall from time to time upon the request of the Secured Party, provide
the Secured Party with schedules describing all accounts and contracts,
including customers, addresses, credited or acquired by the Debtor and, at the
Secured Party's request, shall execute and deliver written assignments of
contracts and other documents evidencing such accounts and contracts to the
Secured Party. Together with each schedule, the Debtor shall, if requested by
the Secured Party, furnish the Secured Party with copies of the Debtor's sales
journals, invoices, customer purchase

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orders or the equivalent, and original shipping or delivery receipts for all
goods sold, and the Debtor warrants the genuineness thereof.

      15. Account and Contract Debtors. Upon the occurrence of an Event of
Default, the Secured Party shall have the right to notify the account and
contract debtor obligated on any or all of the Collateral to make payment
thereof directly to the Secured Party and the Secured Party may take control of
all proceeds of any such Collateral, which rights the Secured Party may exercise
at any time. The cost of such collection and enforcement, including reasonable
attorneys' fees and expenses, shall be borne solely by the Debtor whether the
same is incurred by the Secured Party or the Debtor. Upon demand of the Secured
Party, the Debtor will, upon receipt of all checks, drafts, cash and other
remittances in payment on any Collateral, deposit the same in a special deposit
account maintained with a financial institution acceptable to the Secured Party,
over which the Secured Party has control.

      16. Modification to Accounts. Upon the occurrence of an Event of Default,
no discount, credit or allowance shall be granted by the Debtor to any account
or contract debtor and no return of merchandise shall be accepted by the Debtor
without the Secured Party's prior written consent. The Secured Party may, after
Default, settle or adjust disputes and claims directly with the account or
contract debtor for amounts and upon terms that the Secured Party considers
advisable, and in such cases, the Secured Party will credit the Brightstar
Obligations relating to the Collateral owned by any Debtor with the net amounts
received by the Secured Party, after deducting all of the expenses incurred by
the Secured Party. The Debtor agrees to indemnify and defend the Secured Party
and hold it harmless with respect to any claim or proceeding arising out of any
matter related to collection of the Collateral.

      17. Government Contracts. If any accounts receivable or proceeds of
inventory covered hereby arise from obligations due to the Debtor from any
governmental unit or organization, the Debtor shall immediately notify the
Secured Party in writing and execute all documents and take all actions demanded
by the Secured Party to ensure recognition by such governmental unit or
organization of the rights of the Secured Party in the Collateral.

      18. Inventory. So long as no Default has occurred, the Debtor shall have
the right in the ordinary course of business, to process and sell the Debtor's
inventory. Upon demand of the Secured Party, the Debtor will, upon receipt of
all checks, drafts, cash and other remittances, in payment of the Collateral
sold, deposit the same in a special deposit account maintained with a financial
institution acceptable to the Secured Party, over which the Secured Party has
control. The Debtor shall comply with all federal, state, and local laws,
regulations, rulings, and orders applicable to the Debtor or its assets or
business, in all respects. Without limiting the generality of the previous
sentence, the Debtor shall comply with all requirements of the federal Fair
Labor Standards Act in the conduct of its business and the production of
inventory. The Debtor shall notify the Secured Party immediately of any
violation by the Debtor of the Fair Labor Standards Act, and a failure of the
Debtor to so notify the Secured Party shall constitute a continuing
representation that all inventory then existing has been produced in compliance
with the Fair Labor Standards Act.

      19. Instruments, Chattel Paper. Any Collateral that is instruments,
chattel paper and negotiable documents will be properly assigned to, deposited
with and held by the Secured Party,

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unless the Secured Party shall hereafter otherwise direct or consent in writing.
The Secured Party may, without notice, after the occurrence of an Event of
Default, exercise any or all rights of collection, conversion, or exchange and
other similar rights, privileges and options pertaining to the Collateral, but
shall have no duty to do so.

      20. Collateral Duties. The Secured Party shall have no custodial or
ministerial duties to perform with respect to the Collateral pledged except as
set forth herein; and by way of explanation and not by way of limitation, the
Secured Party shall incur no liability for any of the following: (i) loss or
depreciation of the Collateral (unless caused by its willful misconduct), (ii)
its failure to present any paper for payment or protest, to protest or give
notice of nonpayment, or any other notice with respect to any paper or
Collateral, or (iii) its failure to present or surrender for redemption,
conversion or exchange any bond, stock, paper or other security whether in
connection with any merger, consolidation, recapitalization, or reorganization,
arising out of the refunding of the original security, or for any other reason,
or its failure to notify any party hereto that the Collateral should be so
presented or surrendered.

      21. Transfer of Collateral. The Secured Party may assign its rights in the
Collateral or any part thereof, to the assignee, as well as any subsequent
holder hereof, who shall thereupon become vested with all the powers and rights
herein given to the Secured Party with respect to the property so transferred
and delivered, and the Secured Party shall thereafter, be forever relieved and
fully discharged from any liability with respect to such property so
transferred, but with respect to any property not so transferred the Secured
Party shall retain all rights and powers hereby given, and provided the
foregoing shall not relieve the Secured Party of any obligations with respect to
any representations and warranties relating to goods sold to the Debtor by the
Secured Party to the extent but only to the extent such representations and
warranties are specified in the Brightstar Distribution Agreement.

      22. Substitute Collateral. With the prior written consent of the Secured
Party, other Collateral may be substituted for the original Collateral herein in
which event all rights, duties, obligations, remedies and security interests
provided for, created or granted hereunder shall apply fully to such substitute
Collateral.

      23. Inspection, Books and Records. The Debtor will at all times keep
accurate and complete records covering each item of the Collateral, including
the proceeds therefrom. The Secured Party, or any of its agents, shall have the
right, at intervals to be determined by the Secured Party and without hindrance
or delay, to inspect, audit, and examine the Collateral and to make extracts
from the books, records, journals, orders, receipts, correspondence and other
data relating to the Collateral, the Debtor's business or any other transaction
between the parties hereto. The Debtor will, at its expense, furnish the Secured
Party copies thereof upon request.

      24. Attorneys' Fees and Other Costs of Collection. The Debtor shall pay
all of the Secured Party's reasonable expenses incurred in preparing and
enforcing this Agreement and in preserving and liquidating the Collateral,
including but not limited to, reasonable paralegal's, attorney's and expert's
fees and expenses, whether incurred without the commencement of a suit, in any
trial, arbitration, or administrative proceeding, or in any appellate or
bankruptcy proceeding.

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      25. Remedies on Default (Including Power of Sale). If any Default or Event
of Default occurs, all of the Brightstar Obligations relating to the Collateral
owned by any Debtor shall be immediately due and payable, without notice and the
Secured Party shall have all the rights and remedies of a secured party under
the Uniform Commercial Code. Without limitation thereto, the Secured Party shall
have the following rights and remedies; (i) to take immediate possession of the
Collateral, without notice or resort to legal process, and for such purpose, to
enter upon any premises on which the Collateral or any part thereof may be
situated and to remove the same therefrom, or, at its option, to render the
Collateral unusable or dispose of such Collateral on the Debtor's premises; (ii)
to require the Debtor to assemble the Collateral and make it available to the
Secured Party at a place to be designated by the Secured Party; (iii) to
exercise its right of set-off against amounts, if any, owed to the Debtor by the
Secured Party, without advance notice, regardless of whether such accounts are
general or special; (iv) to dispose of the Collateral, as a unit in parcels,
separately or with any real property interests also securing the Brightstar
Obligations relating to the Collateral owned by any Debtor, in any county or
place selected by the Secured Party, at either private or public sale (at which
public sale the Secured Party may be the purchaser) with or without having the
Collateral physically present at said sale; (v) any notice of sale, disposition
or other action by the Secured Party required by law and sent to the Debtor at
the Debtor's address shown above, or at such other address of the Debtor as may
from time to time be shown on the records of the Secured Party, at least 10 days
prior to such action, shall constitute reasonable notice to the Debtor and such
notice shall be deemed given or sent when mailed postage prepaid to the Debtor,
address as provided herein; (vi) the Secured Party shall be entitled to apply
the proceeds of any sale or other disposition of the Collateral, and the
payments received by the Secured Party with respect to any of the Collateral, to
the Brightstar Obligations relating to the Collateral owned by any Debtor in
such order and manner as the Secured Party may determine; and (vii) any
Collateral that is subject to rapid declines in value and is customarily sold in
recognized markets may be disposed of by the Secured Party in a recognized
market for such collateral without providing notice of sale.

      26. Remedies are Cumulative. No failure on the part of the Secured Party
to exercise, and no delay in exercising, any right, power or remedy hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise by
the Secured Party of any right, power or remedy hereunder preclude any other or
further exercise thereof or the exercise of any other right, power or remedy.
The remedies herein provided are cumulative and are not exclusive of any
remedies provided by law, in equity, or in other Brightstar Documents.

      27. Bankruptcy.

            (a) In the event any of the Brightstar Parties files a voluntary
petition seeking relief under Title 11 of the United States Code ("Bankruptcy
Code"), or any of the Brightstar Parties becomes the subject of an involuntary
bankruptcy proceeding in which an order for relief is entered and not dismissed
within 30 days, or otherwise becomes the subject of any petition seeking any
reorganization, arrangement, composition, readjustment liquidation, dissolution,
assignment for the benefit of creditors, or similar relief under any present or
future federal or state laws or statutes relating to bankruptcy, insolvency, or
other relief for debtors, or any of the Brightstar Parties seeks, consents to or
acquiesces to the appointment of a trustee, receiver, conservator or liquidator,
the Debtor (for itself and on behalf of each of the other Brightstar Parties)
agrees that the Secured Party will not be adequately protected and therefore
will be

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entitled to immediate relief from any automatic stay prescribed by applicable
state or federal law including, but not limited to, 11 U.S.C. Section 362(a),
for cause, to enforce its rights under this Agreement and the other Brightstar
Documents unless the Secured Party expressly reserves its right to do otherwise.
This entitlement shall be irrespective of any of the requirements of state or
federal law including, but not limited to, 11 U.S.C. Section 362, and the
Secured Party shall not be obligated to satisfy those requirements in order to
obtain relief from any stay, restraining order or injunction. The Secured Party
shall also be entitled to automatically and immediately exercise its rights to
set off and apply, directly or through any of the Motorola Parties, any and all
deposits (whether general or special, time or demand, provisional or final, or
otherwise) and other assets and properties at any time held in the possession,
custody or control of the Secured Party or any of the Motorola Parties, and any
indebtedness at any time owing by the Secured Party or any of the Motorola
Parties, to or for the credit, account or benefit of any of the Brightstar
Parties, against any and all of the Brightstar Obligations relating to the
Collateral owned by any Debtor.

            (b) The Debtor hereby warrants and represents that, by executing and
delivering this Agreement or any other document contemplated herein, or by
entering into any of the other transactions referred to in this Agreement or in
any of the other Brightstar Documents, none of the Brightstar Parties intends to
hinder, delay or defraud any person or entity to whom any of the Brightstar
Parties is indebted or shall become indebted. The consideration the Brightstar
Parties have received or shall receive in connection with their execution of the
Brightstar Documents consists of the continuation of the extended payment terms,
and other accommodations as set forth therein, for so long as the Brightstar
Parties shall perform and observe the terms and conditions of the Brightstar
Documents. The foregoing consideration is valid, fair and substantial.

            (c) To the best knowledge of the Debtor, there are no present or
threatened claims or litigation which affect or might affect the Collateral, or
any interest therein, including without limitation, any claims, liens or
encumbrances with respect to such property.

            (d) The Debtor hereby represents and warrants that neither it nor
(to its knowledge) any of the other Brightstar Parties has any intent: (i) to
file a voluntary petition under any chapter of the Bankruptcy Code or in any
manner to seek relief, protection, reorganization, liquidation, dissolution or
similar relief for debtors under any local, state, federal or other insolvency
laws or laws providing for relief of debtors, or in equity, either at the
present time, or at any time hereafter unless otherwise agreed by the parties;
or (ii) directly or indirectly to cause an involuntary petition under any
chapter of the Bankruptcy Code to be filed against any of the Brightstar
Parties, or directly or indirectly, to cause any of the Brightstar Parties to
become the subject of any proceedings pursuant to any local, state, federal or
other insolvency laws, or laws providing for relief of debtors, or in equity,
either at the present time, or at any time hereafter; or (iii) directly or
indirectly to cause the Collateral or any portion thereof or any interest of any
of the Brightstar Parties therein to become the property of any debtor's estate
administered pursuant to the provisions of the Bankruptcy Code or the subject of
any local, state, federal or other bankruptcy, dissolution, liquidation or
insolvency proceedings, either at the present time or at any time hereafter. The
Debtor (for itself and on behalf of each of the other Brightstar Parties)
acknowledges therefore that the filing of any such petition or the seeking of
any such relief by any of the Brightstar Parties, whether directly or
indirectly, within 360 days from the date hereof,

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would be in bad faith by such Brightstar Party, and solely for purposes of
delaying, inhibiting or otherwise impeding the exercise by the Secured Party of
its rights and remedies against such Brightstar Party and against the Collateral
pursuant to the Brightstar Documents or in equity, and would constitute a bad
faith filing.

            (e) Each of the Brightstar Parties is solvent and the transactions
contemplated in this Agreement and the other Brightstar Documents shall not
result in any of the Brightstar Parties becoming insolvent.

            (f) The Debtor (for itself and on behalf of each of the other
Brightstar Parties) further agrees that to the extent the Secured Party or any
of the Motorola Parties has received, or will receive, by virtue of the
Brightstar Documents, "transfers" or "preferences" as such terms are defined by
the Bankruptcy Code, the Secured Party or such Motorola Party has given new
value and reasonably equivalent value contemporaneously in exchange for such
transfers and such transfers have not rendered any of the Brightstar Parties
insolvent. To the extent that the Secured Party or any of the Motorola Parties
has received or will receive by virtue of the Brightstar Documents, "transfers"
or "preferences", it is hereby agreed that the Secured Party or such Motorola
Party will not have received more than it would if any of the Brightstar Parties
commenced proceedings under Chapter 7 of the Bankruptcy Code.

            (g) Insofar as any Motorola Party shall continue to ship inventory
to any of the Brightstar Parties, any and all payments made by any of the
Brightstar Parties to the Secured Party or any Motorola Party pursuant to the
Brightstar Documents shall be construed as payments of a debt incurred by the
Brightstar Parties in the ordinary course of business or financial affairs of
the Brightstar Parties, the Secured Party and the Motorola Parties in fact made
in the ordinary course of business or financial affairs of the Brightstar
Parties, the Secured Party and the Motorola Parties, and made according to
ordinary business terms consistent with the Brightstar Documents. Upon
information and belief, by entering into the Brightstar Documents, the parties
hereto believe neither the Secured Party nor any of the Motorola Parties is
receiving voidable preferences as defined in 11 U.S.C. Sections 547 and 549.

            (h) Notwithstanding the provisions of the preceding paragraphs, in
the event any payments made by any of the Brightstar Parties to the Secured
Party or any of the Motorola Parties, directly or indirectly, or any part
thereof are subsequently invalidated, declared to be fraudulent or preferential,
set aside, voided, and/or required to be repaid to a trustee, receiver or any
other party appointed under the Bankruptcy Code, state or federal law, common
law or equitable cause, the Brightstar Obligations relating to the Collateral
owned by any Debtor or part thereof intended to be satisfied shall be reinstated
or shall continue to be effective, as the case may be, and shall remain fully
enforceable pursuant to the Brightstar Documents and applicable law to the
extent that such payments or transfers are voided, set aside or required to be
disgorged.

            (i) In the event a voluntary or involuntary proceeding under the
Bankruptcy Code or applicable state law is commenced by or against any of the
Brightstar Parties, the Debtor (for itself and on behalf of each of the other
Brightstar Parties) agrees that the Secured Party and the Motorola Parties shall
have an allowed secured claim against such Brightstar Party in the amount

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of the Brightstar Obligations as of the date of the commencement of such
proceeding, secured by a valid, perfected lien encumbering all of the
Collateral.

            (j) The Debtor (for itself and on behalf of each of the other
Brightstar Parties) acknowledges and agrees that none of the Brightstar Parties
has either legal nor equitable title or interest in any of the accounts
established by the Debtor pursuant to this Agreement or any of the other
Brightstar Documents (collectively, the "Accounts") or the monies, securities or
other assets deposited therein and further that the Accounts and the monies,
securities and other assets deposited therein shall not be deemed property of
the estate of any of the Brightstar Parties pursuant to 11 U.S.C. Section 541,
or property of an insolvency estate pursuant to any other applicable state or
federal statutes in the event that an insolvency proceeding is voluntarily or
involuntarily commenced with respect to any of the Brightstar Parties.
Similarly, the Debtor (for itself and on behalf of each of the other Brightstar
Parties) acknowledges and agrees that any payments made by any account debtor of
any of the Brightstar Parties, whether domestic or foreign, directly to the
Secured Party pursuant to the Brightstar Documents shall not be deemed property
of the Bankruptcy estate of any of the Brightstar Parties pursuant to 11 U.S.C.
Section 541 or property of an insolvency estate pursuant to any other applicable
state or federal statutes. The Secured Party shall be immediately entitled to
continue to receive payments due and owing under the Brightstar Documents from
the account debtors of any of the Brightstar Parties.

            (k) The foregoing Bankruptcy provisions collectively constitute a
material inducement for the Secured Party to enter into this Agreement.

      28. Notices. Any notice, demand or other communications required to or
permitted to be given or made hereunder in writing, shall be deemed given or
made when (a) delivered in person; (b) five (5) days after such communication is
posted in the mails; or (c) one (1) day after such communication is sent by a
nationally recognized overnight courier service. Such communications shall be
addressed as follows:

       If to the Secured Party to:   Motorola, Inc
                                     798 International Parkway
                                     Sunrise, Florida 33325
                                     Attn: PCS Latin America Director of Finance

       With a copy to:               Shook, Hardy & Bacon L.L.P.
                                     Miami Center, Suite 2400
                                     201 South Biscayne Boulevard
                                     Miami, Florida 33131-4332
                                     Attn: John M. Barkett, Esq.

       If to the Debtor to:          [Specify the particular Debtor(s)]
                                     c/o Brightstar Corp.
                                     2010 N. W. 84th Avenue
                                     Miami, Florida 33122
                                     Attn: Raul M. Claure

           Limited Security Agreement (Foreign Subsidiaries) - Page 10

<PAGE>

       With a copy to:               Kirkpatrick & Lockhart LLP
                                     Miami Center, 20th Floor
                                     201 South Biscayne Boulevard
                                     Miami, Florida 33131
                                     Attn: Clayton E. Parker, Esq.

      or at such other address or addresses as the party addressed may from time
to time designate in writing.

      29. Miscellaneous. (i) Amendments and Waivers. No waivers, amendments or
modifications of any provision of this Agreement shall be valid unless in
writing and signed by an officer of the Secured Party. No waiver by the Secured
Party of any Default shall operate as a waiver of any other Default or of the
same Default on a future occasion. Neither the failure of, nor any delay by, the
Secured Party in exercising any right, power or privilege granted pursuant to
this Agreement shall operate as a waiver thereof, nor shall a single or partial
exercise thereof preclude any other or further exercise of any other right,
power or privilege. (ii) Assignment. All rights of the Secured Party hereunder
are freely assignable, in whole or in part, and shall inure to the benefit of
and be enforceable by the Secured Party, its successors, assigns and affiliates.
The Debtor shall not assign its rights and interest hereunder without the prior
written consent of the Secured Party, and any attempt by the Debtor to assign
without the Secured Party's prior written consent is null and void. Any
assignment shall not release the Debtor from the Brightstar Obligations relating
to the Collateral owned by any Debtor. This Agreement shall be binding upon the
Debtor, and its successors and assigns. (iii) Applicable Law. This Agreement
shall be governed by and construed under the law of the State of Florida without
regard to that State's conflict of laws principles. (iv) Severability. If any
provision of this Agreement shall be prohibited by or invalid under applicable
law, such provision shall be ineffective but only to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Agreement. (v) Captions. The captions
contained herein are inserted for convenience only and shall not affect the
meaning or interpretation of this Agreement or any provision hereof. The use of
the plural shall also mean the singular, and vice versa. (vi) Binding Contract.
The Debtor by execution and the Secured Party by acceptance of this Agreement,
agree that each party is bound by all terms and provisions of this Agreement.
(vii) Construction. This document shall be construed without regard to any
presumption or rule requiring construction against the party causing such
document or any portion thereof to be drafted. (viii) Execution and Delivery.
This Agreement may be validly executed and delivered by fax or other electronic
transmission.

      30. WAIVER OF JURY TRIAL. THE DEBTOR AND THE SECURED PARTY HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EACH MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER AGREEMENT BETWEEN ANY OF
THE BRIGHTSTAR PARTIES, ON ONE HAND, AND ANY MOTOROLA PARTY ON THE OTHER HAND,
OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR
WRITTEN) OR ACTIONS OF EACH PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR
THE DEBTOR AND THE SECURED PARTY ENTERING INTO THIS AGREEMENT. THE PROVISIONS OF
THIS ARTICLE HAVE BEEN FULLY

           Limited Security Agreement (Foreign Subsidiaries) - Page 11

<PAGE>

NEGOTIATED BY THE PARTIES HERETO AND THESE PROVISIONS SHALL BE SUBJECT TO NO
EXCEPTIONS. NEITHER THE DEBTOR NOR THE SECURED PARTY HAS IN ANY WAY AGREED WITH
OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS ARTICLE WILL NOT
BE ENFORCED IN ALL INSTANCES. NEITHER THE DEBTOR NOR THE SECURED PARTY SHALL
SEEK TO CONSOLIDATE ANY SUCH ACTION, IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH
ANY OTHER ACTION IN WHICH A JURY TRIAL HAS NOT BEEN OR CANNOT BE WAIVED.

      31. Waiver of Plea of Jurisdictions or Venue. Because the Debtor and the
Secured Party each have a significant interest in consistent interpretation of
this Agreement, the Debtor designates Miami, Florida as the sole forum for
resolution of any dispute arising hereunder. The Debtor hereby waives any plea
of jurisdiction or venue as not having a place of business in Miami-Dade County,
Florida, and hereby specifically authorizes any action brought upon the
enforcement of this Agreement by the Secured Party to be instituted and
prosecuted in either the Circuit Court of Miami- Dade County, Florida, or in the
United States District Court for the Southern District of Florida, at the
election of the Secured Party. The Debtor further agrees that a final judgment
in any action or proceeding will be conclusive and may be enforced against it in
any other jurisdiction or in any other manner provided by law.

                          [Signature page(s) to follow]

           Limited Security Agreement (Foreign Subsidiaries) - Page 12
<PAGE>

      IN WITNESS WHEREOF, the Debtor has executed and delivered this Agreement
to Motorola as of the date written above.

                                        BRIGHTSTAR DE ARGENTINA, S.A.

                                        BY: /s/ MARCELO CLAURE
                                            ----------------------------------
                                        NAME: MARCELO CLAURE
                                        TITLE: PRESIDENT & CEO
                                        ORGANIZATIONAL IDENTIFICATION NUMBER:
                                          NONE
                                        CHIEF EXECUTIVE OFFICE:
                                          Rio Cuarto 2049
                                          C1292AAO. Buenos Aires
                                          ARGENTINA

                                        BRIGHTSTAR DO BRASIL, LTDA.

                                        BY: /s/ MARCELO CLAURE
                                            ----------------------------------
                                        NAME: MARCELO CLAURE
                                        TITLE: PRESIDENT
                                        ORGANIZATIONAL IDENTIFICATION NUMBER:
                                          NONE
                                        CHIEF EXECUTIVE OFFICE:
                                          2010 N.W. 84th Avenue
                                          Miami, Florida 33122

                                        BRIGHTSTAR CORP. CHILE, LTDA.

                                        BY: /s/ MARCELO CLAURE
                                            ----------------------------------
                                        NAME: MARCELO CLAURE
                                        TITLE: PRESIDENT
                                        ORGANIZATIONAL IDENTIFICATION NUMBER:
                                          NONE
                                        CHIEF EXECUTIVE OFFICE:
                                          Americo Vespucio 2296
                                          Centro de Empresas El Cortijo
                                          Conchali - Santiago. CHILE

          Limited Security Agreement (Foreign Subsidiaries) - Page 13

<PAGE>

                                        BRIGHTSTAR DOMINICANA, S.A.

                                        BY: /s/ MARCELO CLAURE
                                            ----------------------------------
                                        NAME: MARCELO CLAURE
                                        TITLE: PRESIDENT
                                        ORGANIZATIONAL IDENTIFICATION NUMBER:
                                          NONE
                                        CHIEF EXECUTIVE OFFICE:
                                          Av Las Palmas #64. Las Caobas
                                          Santo Domingo
                                          REPUBLICA DOMINICANA

                                        BRIGHTSTAR ECUADOR, LTDA.

                                        BY: /s/ MARCELO CLAURE
                                            ----------------------------------
                                        NAME: MARCELO CLAURE
                                        TITLE: PRESIDENT
                                        ORGANIZATIONAL IDENTIFICATION NUMBER:
                                          NONE
                                        CHIEF EXECUTIVE OFFICE:
                                          Panamericana Norte Km 5.5
                                          Complejo Parque Nor. Bodega 120
                                          Quito - ECUADOR

                                        BRIGHTSTAR EL SALVADOR S.A. DE C.V.

                                        BY: /s/ MARCELO CLAURE
                                            ----------------------------------
                                        NAME: MARCELO CLAURE
                                        TITLE: PRESIDENT
                                        ORGANIZATIONAL IDENTIFICATION NUMBER:
                                          NONE
                                        CHIEF EXECUTIVE OFFICE:
                                          67 A.V. Sur #212. Col. Roma
                                          San Salvador - EL SALVADOR

                                        BRIGHTSTAR GUATEMALA , C.A.

                                        BY: /s/ MARCELO CLAURE
                                            ----------------------------------
                                        NAME: MARCELO CLAURE
                                        TITLE: PRESIDENT
                                        ORGANIZATIONAL IDENTIFICATION NUMBER:
                                          NONE
                                        CHIEF EXECUTIVE OFFICE:
                                          20 Calle 24-60. Zona 10 - Bodega 10
                                          Ofibodegas Pradera, GUATEMALA

          Limited Security Agreement (Foreign Subsidiaries) - Page 14

<PAGE>

                                        BRIGHTSTAR DE MEXICO S.A. DE C.V.

                                        BY: /s/ MARCELO CLAURE
                                            ----------------------------------
                                        NAME: MARCELO CLAURE
                                        TITLE: PRESIDENT
                                        ORGANIZATIONAL IDENTIFICATION NUMBER:
                                          NONE
                                        CHIEF EXECUTIVE OFFICE:
                                          Av Industria No. 10
                                          Col. Pueblo de los Reyes
                                          C.P. 54090 Tlalnepantla
                                          MEXICO

                                        BRIGHTSTAR DE PARAGUAY, S.R.L.

                                        BY: /s/ MARCELO CLAURE
                                            ----------------------------------
                                        NAME: MARCELO CLAURE
                                        TITLE: PRESIDENT
                                        ORGANIZATIONAL IDENTIFICATION NUMBER:
                                          NONE
                                        CHIEF EXECUTIVE OFFICE:
                                          Tajy y Mencia Sanabria. Bo Panambi
                                           Reta Asuncion. PARAGUAY

                                        BRIGHTSTAR PERU, S.R.L.

                                        BY: /s/ MARCELO CLAURE
                                            ----------------------------------
                                        NAME: MARCELO CLAURE
                                        TITLE: PRESIDENT
                                        ORGANIZATIONAL IDENTIFICATION NUMBER:
                                          NONE
                                        CHIEF EXECUTIVE OFFICE:
                                          Av. Fco. Alayza y Paz Soldan #1145
                                          Urb. Santa Curz - Miraflores
                                          Lima - PERU

                                        BRIGHTSTAR PUERTO RICO, INC.

                                        BY: /s/ MARCELO CLAURE
                                            ----------------------------------
                                        NAME: MARCELO CLAURE
                                        TITLE: PRESIDENT
                                        ORGANIZATIONAL IDENTIFICATION NUMBER:
                                          NONE
                                        CHIEF EXECUTIVE OFFICE:
                                          Carr. 189 Km. 2.6 Sector Mano
                                          Manca. Caguas - PUERTO RICO

          Limited Security Agreement (Foreign Subsidiaries) - Page 15

<PAGE>

                                        BRIGHTSTAR URUGUAY , S.A.

                                        BY: /s/ MARCELO CLAURE
                                            ----------------------------------
                                        NAME: MARCELO CLAURE
                                        TITLE: PRESIDENT
                                        ORGANIZATIONAL IDENTIFICATION NUMBER:
                                          NONE
                                        CHIEF EXECUTIVE OFFICE:
                                          2010 N.W. 84th Avenue
                                          Miami, Florida 33122

                                        BRIGHTSTAR DE VENEZUELA C.A.

                                        BY: /s/ MARCELO CLAURE
                                            ----------------------------------
                                        NAME: MARCELO CLAURE
                                        TITLE: PRESIDENT
                                        ORGANIZATIONAL IDENTIFICATION NUMBER:
                                          NONE
                                        CHIEF EXECUTIVE OFFICE:
                                          Final Calle Vargas
                                          Edf. Centro Berimer, Torre Este
                                          Piso 3, Of #A2-A3. Boleita Norte
                                          Caracas - VENEZUELA

                                        BRIGHTSTAR PROVEEDOR DE SOLUCIONES
                                        TECNOLOGICAS S.A.

                                        BY: /s/ MARCELO CLAURE
                                            ----------------------------------
                                        NAME: MARCELO CLAURE
                                        TITLE: PRESIDENT
                                        ORGANIZATIONAL IDENTIFICATION NUMBER:
                                          NONE
                                        CHIEF EXECUTIVE OFFICE:
                                          Av Enrique Finot #190 esq
                                          Calle 5 Oeste, Equipetrol
                                          Santa Cruz, BOLIVA

          Limited Security Agreement (Foreign Subsidiaries) - Page 16

<PAGE>

                                        SOLUCIONES INTELIGENTES PARA EL MERCADO
                                        MOVIL, S.A. DE C.V.

                                        BY: /s/ MARCELO CLAURE
                                            ----------------------------------
                                        NAME: MARCELO CLAURE
                                        TITLE: PRESIDENT
                                        ORGANIZATIONAL IDENTIFICATION NUMBER:
                                          NONE
                                        CHIEF EXECUTIVE OFFICE:
                                          Av Presidente Juarez No. 8 Bis
                                          Col. Puente de Vigas
                                          CP 54090 - Tlalnepantla
                                          Estado de MEXICO

          Limited Security Agreement (Foreign Subsidiaries) - Page 17

<PAGE>

State of New York   )
                    ss
County of New York  )

      I HEREBY CERTIFY the foregoing instrument was acknowledged before me this
23rd day of April, 2004 by Marcelo Claure, who in his capacity as Pres. & CEO of
BRIGHTSTAR DE ARGENTINA, S.A., a entity organized under the laws of Argentina,
and who is personally known to me or has produced a license as identification.

[DELORES TAYLOR STAMP]                  /s/ Delores Taylor
                                        ------------------------
                                        NOTARY PUBLIC
                                        NAME OF NOTARY PRINTED:

      My commission expiries:

      I HEREBY CERTIFY the foregoing instrument was acknowledged before me this
23rd day of April, 2004 by Marcelo Claure, who in his capacity as Pres. & CEO of
BRIGHTSTAR DO BRASIL, LTDA., a entity organized under the laws of Brazil, and
who is personally known to me or has produced a license as identification.

[DELORES TAYLOR STAMP]                  /s/ Delores Taylor
                                        ------------------------
                                        NOTARY PUBLIC
                                        NAME OF NOTARY PRINTED:

      My commission expiries:

      I HEREBY CERTIFY the foregoing instrument was acknowledged before me this
23rd day of April, 2004 by Marcelo Claure, who in his capacity as Pres. & CEO of
BRIGHTSTAR CORP. CHILE, LTDA., a entity organized under the laws of Chile, and
who is personally known to me or has produced a license as identification.

[DELORES TAYLOR STAMP]                  /s/ Delores Taylor
                                        ------------------------
                                        NOTARY PUBLIC
                                        NAME OF NOTARY PRINTED:

      My commission expiries:

          Limited Security Agreement (Foreign Subsidiaries) - Page 18

<PAGE>

State of New York   )
                    ss
County of New York  )

      I HEREBY CERTIFY the foregoing instrument was acknowledged before me this
23rd day of April, 2004 by Marcelo Claure, who in his capacity as President &
CEO of BRIGHTSTAR DOMINICANA, S.A., a entity organized under the laws of
Dominican Republic, and who is personally known to me or has produced a license
as identification.

[DELORES TAYLOR STAMP]                  /s/ Delores Taylor
                                        ------------------------
                                        NOTARY PUBLIC
                                        NAME OF NOTARY PRINTED:

      My commission expiries:

      I HEREBY CERTIFY the foregoing instrument was acknowledged before me this
23rd day of April, 2004 by Marcelo Claure, who in his capacity as President &
CEO of BRIGHTSTAR ECUADOR, LTDA., a entity organized under the laws of Ecuador,
and who is personally known to me or has produced a license as identification.

[DELORES TAYLOR STAMP]                  /s/ Delores Taylor
                                        ------------------------
                                        NOTARY PUBLIC
                                        NAME OF NOTARY PRINTED:

      My commission expiries:

      I HEREBY CERTIFY the foregoing instrument was acknowledged before me this
23rd day of April, 2004 by Marcelo Claure, who in his capacity as President of
BRIGHTSTAR EL SALVADOR S.A. DE C.V., a entity organized under the laws of El
Salvador, and who is personally known to me or has produced a license as
identification.

[DELORES TAYLOR STAMP]                  /s/ Delores Taylor
                                        ------------------------
                                        NOTARY PUBLIC
                                        NAME OF NOTARY PRINTED:

      My commission expiries:

          Limited Security Agreement (Foreign Subsidiaries) - Page 19

<PAGE>

State of New York   )
                    ss
County of New York  )

      I HEREBY CERTIFY the foregoing instrument was acknowledged before me this
23rd day of April, 2004 by Marcelo Claure, who in his capacity as President of
BRIGHTSTAR GUATEMALA, C.A., a entity organized under the laws of Guatemala, and
who is personally known to me or has produced a license as identification.

[DELORES TAYLOR STAMP]                  /s/ Delores Taylor
                                        ------------------------
                                        NOTARY PUBLIC
                                        NAME OF NOTARY PRINTED:

      My commission expiries:

      I HEREBY CERTIFY the foregoing instrument was acknowledged before me this
23rd day of April, 2004 by Marcelo Claure, who in his capacity as President of
BRIGHTSTAR DE MEXICO S.A. DE C.V., a entity organized under the laws of Mexico,
and who is personally known to me or has produced a license as identification.

[DELORES TAYLOR STAMP]                  /s/ Delores Taylor
                                        ------------------------
                                        NOTARY PUBLIC
                                        NAME OF NOTARY PRINTED:

      My commission expiries:

      I HEREBY CERTIFY the foregoing instrument was acknowledged before me this
23rd day of April, 2004 by Marcelo Claure, who in his capacity as President of
BRIGHTSTAR DE PARAGUAY, S.R.L., a entity organized under the laws of Paraguay,
and who is personally known to me or has produced a license as identification.

[DELORES TAYLOR STAMP]                  /s/ Delores Taylor
                                        ------------------------
                                        NOTARY PUBLIC
                                        NAME OF NOTARY PRINTED:

      My commission expiries:

          Limited Security Agreement (Foreign Subsidiaries) - Page 20

<PAGE>

State of New York   )
                    ss
County of New York  )

      I HEREBY CERTIFY the foregoing instrument was acknowledged before me this
23rd day of April, 2004 by Marcelo Claure, who in his capacity as President of
BRIGHTSTAR PERU, S.R.L., a entity organized under the laws of Peru, and who is
personally known to me or has produced a license as identification.

[DELORES TAYLOR STAMP]                  /s/ Delores Taylor
                                        ------------------------
                                        NOTARY PUBLIC
                                        NAME OF NOTARY PRINTED:

      My commission expiries:

      I HEREBY CERTIFY the foregoing instrument was acknowledged before me this
23rd day of April, 2004 by Marcelo Claure, who in his capacity as President of
BRIGHTSTAR PUERTO RICO, INC., a entity organized under the laws of the
Commonwealth of Puerto Rico, and who is personally known to me or has produced
as identification.

[DELORES TAYLOR STAMP]                  /s/ Delores Taylor
                                        ------------------------
                                        NOTARY PUBLIC
                                        NAME OF NOTARY PRINTED:

      My commission expiries:

      I HEREBY CERTIFY the foregoing instrument was acknowledged before me this
23rd day of April, 2004 by Marcelo Claure, who in his capacity as President of
BRIGHTSTAR URUGUAY, S.A., a entity organized under the laws of Uruguay, and who
is personally known to me or has produced a license as identification.

[DELORES TAYLOR STAMP]                  /s/ Delores Taylor
                                        ------------------------
                                        NOTARY PUBLIC
                                        NAME OF NOTARY PRINTED:

      My commission expiries:

           Limited Security Agreement (Foreign Subsidiaries) - Page 21

<PAGE>

State of New York   )
                    ss
County of New York  )

      I HEREBY CERTIFY the foregoing instrument was acknowledged before me this
23rd day of April, 2004 by Marcelo Claure, who in his capacity as President of
BRIGHTSTAR DE VENEZUELA C.A., a entity organized under the laws of Venezuela,
and who is personally known to me or has produced a license as identification.

[DELORES TAYLOR STAMP]                  /s/ Delores Taylor
                                        ------------------------
                                        NOTARY PUBLIC
                                        NAME OF NOTARY PRINTED:

      My commission expiries:

      I HEREBY CERTIFY the foregoing instrument was acknowledged before me this
23rd day of April, 2004 by Marcelo Claure, who in his capacity as President of
BRIGHTSTAR PROVEEDOR DE SOLUCIONES TECNOLOGICAS S.A., a entity organized under
the laws of Bolivia, and who is personally known to me or has produced a license
as identification.

[DELORES TAYLOR STAMP]                  /s/ Delores Taylor
                                        ------------------------
                                        NOTARY PUBLIC
                                        NAME OF NOTARY PRINTED:

      My commission expiries:

      I HEREBY CERTIFY the foregoing instrument was acknowledged before me this
23rd day of April, 2004 by Marcelo Claure, who in his capacity as President of
SOLUCIONES INTELIGENTES PARA EL MERCADO MOVIL, S.A. DE C.V., a entity organized
under the laws of Mexico, and who is personally known to me or has produced a
license as identification.

[DELORES TAYLOR STAMP]                  /s/ Delores Taylor
                                        ------------------------
                                        NOTARY PUBLIC
                                        NAME OF NOTARY PRINTED:

      My commission expiries:

           Limited Security Agreement (Foreign Subsidiaries) - Page 22